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                                                                     EXHIBIT 4.8

                       OFFSHORE SYSTEMS INTERNATIONAL LTD.

March 8, 2005

VIA EMAIL

MR. BRINT COXE
59 Zaccheus Meade Lane
Greenwich, CT
06831-3716

Dear Sir:

RE: PROPOSED PRIVATE PLACEMENT OF CONVERTIBLE PREFERRED SHARES AND SHARE
    PURCHASE WARRANTS
    - ADVISORY SERVICES AGREEMENT

This letter sets out our agreement respecting your provision of advisory
services to Offshore Systems International Ltd. ("Offshore") in connection with
the above-mentioned private placement. The material terms and conditions of the
private placement are set out in the Term Sheet attached hereto as Schedule "A".
We agree as follows:

SERVICES

1.    You have been providing, and will continue to provide, advisory services
      to Offshore in connection with the private placement, including the
      following:

      (a)   assisting in structuring the proposed private placement;

      (b)   identifying and contacting potential institutional investors as well
            as institutions which may be prepared to assist in placing the
            financing with their clients;

      (c)   assisting in negotiations with the holders of the outstanding Class
            B Series 1 Preference shares, having regard to their priority
            position with respect to the issuance of securities by Offshore; and

      (d)   all other services which are ancillary to the foregoing.

COMPENSATION

2.    Subject to section 3, In consideration of the provision of your advisory
      services to Offshore, Offshore agrees to:

      (a)   pay to you a fee (the "Fee") of CDN$800,000; and

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      (b)   issue to you 350,000 share purchase warrants ("B Warrants") which
            will have the same terms and conditions as the share purchase
            warrants ("Warrants") issued to the investors pursuant to the
            private placement.

PROVISIONS RESPECTING PAYMENTS

3.    You acknowledge and agree that payment of the Fee and issuance of the B
      Warrants to you pursuant to section 2 is subject to acceptance by the TSX
      and the private placement being fully subscribed for. Offshore will use
      its reasonable commercial efforts to obtain such acceptance as part of its
      application for acceptance of the private placement. In the event the Fee
      becomes payable, but the offering has not been fully subscribed for, the
      Fee will be reduced by an amount equal to the percentage that the private
      placement is under-subscribed. As noted in the Term Sheet, the fixing of
      the conversion price of the Preferred Shares to CDN$0.85, and the issuance
      of the Warrants to the Purchasers, are subject to approval of Offshore's
      shareholders. All subscription agreements and subscription funds received
      by the Company prior to the Shareholder vote will be held in escrow by a
      third party escrow agent. If shareholder approval is not obtained, the
      following provisions apply:

      (a)   The escrow agent will return all subscription funds to the
            Purchasers, with interest at a rate of 12% per annum.

      (b)   You will not be entitled to the Fee or any B Warrants.

      If shareholder approval is obtained, the Preferred Shares and Warrants
      will be issued to the Purchasers and you will be paid the Fee (subject
      only to pro-rationing in the event the offering is not fully subscribed)
      and the B Warrants will be issued to you.

RIGHT OF FIRST REFUSAL

4.    You shall have the right of the first refusal during the term of this
      Agreement and for a period of twenty-four (24) months after the conclusion
      of the private placement transaction to act as the Company's financial
      advisor in connection with any Rule 144A offering, underwritten public
      offering, other underwritten financings or private placements that may be
      undertaken by the Company, and any extraordinary corporate transaction for
      which the Company will retain a financial advisor, on such terms and
      conditions as are to be negotiated between you and the Company. You and
      the Company agree to conclude the negotiation of a definitive financial
      advisory agreement within one (1) month of this Agreement.

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We trust that this accurately sets out our understanding. Please confirm your
agreement to the foregoing by executing this letter in the space provided below
and returning one copy to us.

Yours truly,

OFFSHORE SYSTEMS INTERNATIONAL LTD.

Per:

      /s/ "John A. Jacobson"
      ---------------------
      Authorized Signature

Acknowledged and agreed to this 8th day of _____ March_____, 2005.

/s/ "Brint Coxe"
----------------
BRINT COXE

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                                  SCHEDULE "A"

PREFERRED STOCK
Summary of Terms of Proposed Private Placement

<TABLE>
<S>                       <C>
COMPANY:                  Offshore Systems International Ltd. (the "Company").

PURCHASERS:               SDS Capital Group SPC, Ltd and other institutional investors (collectively, the "Purchasers").

ISSUE:                    CDN$17 - $19.5 million (the "Issue Amount")consisting of 17,000 to 19,500 Units. Each Unit will consist of
                          20 preferred shares (the "Preferred Shares") convertible into common shares of the Company and 588 share
                          purchase warrants (the "Warrants"); provided that the issuance of the Units is conditional upon the
                          Company obtaining TSX and shareholder approval.

PRICE PER UNIT:           CDN$1,000.00 per Unit.

OPTIONAL                  CONVERSION: Each Preferred Share will be convertible at the option of the holder into the number of Common
                          Shares of the Company that is determined by dividing the issue price of CDN$50 per Preferred Share by CDN
                          $0.85 (with each Preferred Share being convertible into 58.82 common shares).

MANDATORY CONVERSION:     The Company may require the Purchasers to convert the Preferred Shares to Common Shares if (i) at any time
                          after twelve (12) months following the closing date, the closing price of the Common Shares has been
                          greater than 250% of the fixed Conversion Price of CDN $0.85 for at least twenty (20)
                          consecutive trading days, or (ii) at any time upon the Company's sale of its Common Shares  in a firm
                          commitment public underwritten offering in which (a) the offering price of the Common Shares is greater
                          than 200% of the fixed Conversion Price of CDN $0.85, (b) the aggregate gross proceeds exceed CDN$40
                          million, and (c) the underlying Common Shares are  freely tradable.

CONVERSION DATE:          The date on which a Purchaser delivers to the Company a notice of conversion together with the
                          certificates representing the Preferred Shares being converted duly endorsed for transfer.

DIVIDENDS:                Fixed cumulative dividends at the rate of 7% per annum, payable semi-annually or upon conversion or
                          redemption.
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<TABLE>

<S>                       <C>
WARRANTS:                 The number of whole Warrants issued for each Unit subscribed for will be 588. Each whole Warrant will
                          entitle the holder to purchase one Common Share of the Company at the exercise price of CDN $0.85. The
                          Warrants shall be exercisable for a period of five years from the date of issuance at any time at the
                          election of the holders. During the first twelve months following closing, the Warrants will be
                          exercisable for cash. Thereafter until expiration, the Warrants will be exercisable for cash or by
                          cashless exercise (reducing the number of shares to be issued by the Company). The Company may redeem the
                          Warrants for $0.10 per Warrant upon twenty days notice, provided that (i) the Common Shares closes above
                          300% of the exercise price for a period of twenty consecutive trading days, and (ii) the Common Shares
                          underlying the Warrants are freely tradable.  Any Warrants which are the subject of a redemption notice
                          may be exercised within the 20 day notice period.

COMPANY'S RIGHT OF        The Company will also have the right, but not the obligation,  to redeem the Preferred Shares at any time
REDEMPTION:               after 3 years following the closing date at the original issue price plus a premium of 20% of the original
                          issue price. A holder will have 20 days after receipt of notice of redemption within which to convert
                          the Preferred Shares to Common Shares.

LIQUIDATION PREFERENCE:   The liquidation preference per share shall equal the purchase price per Preferred Share plus any accrued
                          but unpaid dividends thereon at the time of liquidation.

VOTING:                   Each Preferred Share will entitle the holder to one vote on all matters brought before the holders of the
                          common shares.

RIGHT OF FIRST OFFER:     For any equity, equity linked, or debt financing within twenty-four (24) months from the closing date, the
                          Purchasers shall have a right of first offer to purchase all or part of the private placement. The
                          Purchasers will have ten (10) trading days to respond. A carve-out of this provision will be granted to
                          the Company for the issuance of stock or debt financing for situations involving strategic partnerships,
                          acquisition candidates and public underwritten offerings.

OTHER RIGHTS:             Subject to securities laws and the policies of the TSX, the Purchasers shall be entitled to assign and
                          transfer, without any other person's or the Company's consent and without restriction, all or any portion
                          of the Preferred Shares or Warrants and the rights thereto. All per share amounts set
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<TABLE>
<S>                       <C>
                          forth herein are subject to equitable adjustment for stock splits, dividends, combinations,
                          reorganizations and the like. The Company will not issue any securities or unsecured debt obligations
                          senior to the Preferred Shares without the prior written approval of the holders of a majority of the
                          Preferred Shares, such approval not to be unreasonably withheld.

                          The Company will have the right to make any withholding or deduction in connection with the Preferred
                          Shares, Warrants, or the conversion or exercise thereof, in respect of any present or future tax, levy,
                          duty, impost, assessment or other governmental charge as required by law.

ESCROW AND SHAREHOLDER    All subscription agreements and subscription funds will be held in escrow by a third party escrow
APPROVAL:                 agent mutually acceptable to the parties (the "Escrow Agent"). The Company agrees to seek shareholder
                          approval of certain of the terms of the private placement as soon as reasonably practicable, having regard
                          to the regulatory requirements for the calling of shareholders' meetings. The Company's management will
                          recommend that the shareholders approve the private placement as proposed herein and will solicit proxies
                          to vote in favour of approval. For greater certainty, the parties intend that upon receipt of shareholder
                          approval, the following shall promptly occur without further agreement of the parties:

                          (a)     the Preferred Shares will be issued to the Purchasers;

                          (b)     the Warrants will be issued to the Purchasers;

                          (c)     the Escrow Agent will release the subscription funds to the Company; and

                          (d)     the Purchasers will receive interest on the subscription funds at a rate of 12% per annum, less
                                  applicable withholding tax.

                          If the shareholder approval is not obtained, the Escrow Agent will immediately return the subscription
                          funds to the Purchasers, with interest on such funds at a rate of 12% per annum less applicable
                          withholding tax.

CONDITIONS PRECEDENT TO   Completion of legal documentation and due diligence  satisfactory to the Company and Purchasers, and
CLOSING:                  receipt of regulatory approval (including TSX acceptance).
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<TABLE>
<S>                       <C>
EXPENSES:                 At Closing, the Company will pay all reasonable expenses incurred by the Purchasers in connection with the
                          negotiation, preparation and execution of the definitive documents, including attorneys' fees and
                          expenses, to a total maximum of CDN$75,000.

CONFIDENTIALITY:          All parties agree to keep this private placement proposal and all conversations and exchanged information
                          strictly confidential except to the extent that the Company is required by applicable securities laws and
                          regulations to disclose the proposed private placement contemplated by this term sheet.

ACCEPTANCE OF             The Company reserves the right to accept or reject subscriptions from prospective Purchasers. SDS and
SUBSCRIPTIONS:            parties who are engaged to assist the Company in placing the private placement will use their reasonable
                          commercial efforts to ensure that  the subscriptions solicited from prospective Purchasers will not, if
                          accepted by the Company: (a) upon conversion, result in the acquisition by any Purchaser, or group of
                          Purchasers acting in concert, of a control position in the Company; or (b) in the case of subscriptions
                          received from "related parties" of the Company, require the Company to obtain a formal valuation or
                          shareholder approval with respect to the private placement  under applicable securities regulations and
                          TSX policies (it being acknowledged that the Company will require shareholder approval to fix the
                          conversion price and issue the warrants as outlined above).
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